Exhibit 9
GENERAL RELEASE AND WAIVER OF CLAIMS
This General Release and Waiver of Claims (hereinafter "Agreement") is
entered into by and between Xxxxxx Xxxxxxx ("Employee") and American Risk
Management Group, Inc. ("COMPANY") and its officers, partners, principals,
members, board members, shareholders, employees, and agents, and any affiliated
or related corporations, partnerships, business entities, parent corporations or
subsidiaries and their officers, partners, principals, members, board members,
shareholders, employees, and agents (hereinafter collectively referred to as
"COMPANY"). In consideration of all mutual promises contained in this Agreement
EMPLOYEE and COMPANY agree as follows:
1. Waiver of All Claims. EMPLOYEE knowingly and voluntarily does hereby
fully and generally release and waive any and all claims and actions against
COMPANY, including but not limited to, (a) $1.1 million relating to conversion
of preferred stock into common, which preferred stock was issued to replace $1.1
million of loans obtained by EMPLOYEE on behalf of the COMPANY from Chase
Manhattan Bank, (b) $100,000 owed to EMPLOYEE for funds advanced by him for the
COMPANY's benefit; (iv) $300,000 in management fees, car allowance and dividends
accrued but not paid, (v) other claims arising out of his employment with
COMPANY (including the termination of his employemnt from COMPANY and
termination of his management agreement) that he may now have against COMPANY
regardless of wheterh the claims are known or unknown, accrued or unaccrued, or
discovered or not yet discovered. This full and general release and waiver
includes, but is not limited to, all events, actions, and inactions of COMPANY
or any of COMPANY's employees or members. EMPLOYEE expressly acknowledges and
agrees that this release and waiver includes, but is not limited to, claims or
lawsutis arising under the Age Discrimination in Employment Act ("ADEA"), Title
VII of the Civil Rights Acts, 42 U.S.C. Section 1981, the Equal Pay Act, The
National Labor Relations Act, the Americans with Disabilities Act, the Family
and Medial Leave Act, the Florida Civil Rights Act and any other federal or
statute or local ordinance or any common law cause of action including, without
limitation, claims for breach of contract, negligence, gross negligence,
negligent hiring, training, retention and supervision, wrongful or unlawful
discharge, defamation, or claims of personal injury. This Agreement bars any
claim or demand for loss or damages of any kind, including costs, attorneys'
fees or other expenses.
2. Covenant Not to Xxx. EMPLOYEE promises that he will not xxx COMPANY
concerning any claim that he might now have relating to his employment with
COMPANY or the termination of that employment.
3. Complete Bar to Recovery. EMPLOYEE agrees that with respect to the
claims that he is waiving herein, he is waiving not only his right to recover
money or other relief in any action that he might institute, but also that he is
waiving any right to recover money or other relief in any action that might be
brought on his behalf by any other person, entity, or agency, including but not
limited to the United States Equal Opportunity Commission or any other federal,
state or local government agency or department.
4. Consideration. In exchange for: (1) EMPLOYEE's release and waiver of
any and all claims against COMPANY; and (2) all other promises EMPLOYEE has made
herein (including, but not limited to, those relating to confidentiality),
COMPANY agrees to pay EMPLOYEE the following amounts: transfer of all prepaid
advertising owned by COMPANY, having an estimated value of $300,000. All
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other amounts owed are being written off by EMPLOYEE. EMPLOYEE acknowledges that
the benefits provided to him or on his behalf pursuant to this Agreement
constitutes adequate and ample consideration for: (1) this Agreeent; (2)
EMPLOYEE's waiver of all claims; and (3) any other promises made by EMPLOYEE in
this Agreement. It is understood that the payments and other benefits provided
for specifically herein are sums and benefits that EMPLOYEE is not already
entitled to receive and which he would not receive but for his execution of this
Agreement. EMPLOYEE acknowledges that the benefits and payment of this sum
includes all costs and attorneys' fees and is all that he is entitled to receive
from COMPANY as settlement of any and all claims of any kind that he has or may
have against COMPANY, including any claims which EMPLOYEE has raised in this
matter. EMPLOYEE agrees that the benefits and payment to him of the money under
this Agreement constitutes adequated and ample consideration for the rights and
claims hat EMPLOYEE is releasing and waiving under this Agreement, and for the
other obligations imposed upon EMPLOYEE under this Agreement.
5. Compnay Release. COMPANY knowingly and voluntarily does hereby fully
and generally release and waive any and all claims and actions against EMPLOYEE,
including but not limited to, claims arising out of his employment with COMPANY
(including the termination of his employemnt from COMPANY and termination of his
management agreement), that it may now have against EMPLOYEE regardless of
whether the claims are known or unknown, accrued or unaccrued, or discovered or
not yet discovered. This full and general release and waiver includes, but is
not limited to, all events, actions, and inactions of EMPLOYEE.
6. Confidentiality. EMPLOYEE and his attorney agree and understand that
the circumstances surrounding his/her separation/termination and this Agreement
are absolutely confidential. EMPLOYEE and his attorney promise that they will
not disclose the fact of or terms of this Agreement to anyone. EMPLOYEE
expressly acknowledges and agrees that he will not discuss the circumstances
surrounding this Agreement or his/her departure from the with anyone, including
current and former employees of COMPANY. EMPLOYEE specifically agrees that he
will not say anything that would adversely affect the business interests of
COMPANY. EMPLOYEE agrees not to disclose or discuss this Agreement, the
circumstances related thereto, or any information regarding the existence or
substance of this Agreement to anyone except to an attorney or accountant with
whom EMPLOYEE chooses to consult regarding his execution of this Agreement. It
is EMPLOYEE's obligation to advise his attorney and accountant of the
confidential nature of this Agreement and not to discuss the terms of this
Agreement with any other person. EMPLOYEE agrees not to disparage COMPANY to any
person or entity.
7. Breach of Agreement. EMPLOYEE agrees that if he breaches any of the
promises set forth in this Agreement, including the confidentiality provisions,
COMPANY shall have the right to terminate the money and benefits payable to
EMPLOYEE under this Agreement and to require EMPLOYEE to return all money and
benefits paid to EMPLOYEE pursuant to this Agreement. In addition, if EMPLOYEE
institutes a lawsuit against COMPANY, he will be obligated to first pay back to
COMPANY all sums paid to him by COMPANY under this Agreement prior to pursuing
such lawsuit. In addition, EMPLOYEE agrees that if he breaches the promises set
forth in this Agreement or if he institutes a lawsuit or causes a lawsuit to be
instituted against COMPANY based upon any claims that he has waived in this
Agreement, EMPLOYEE will pay all costs and attorney's fees incurred by COMPANY
in defending against any such claim.
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8. No admission of Wrongdoing or Liability. EMPLOYEE agrees that neither
this Agreement nor the furnishing of any consideration under this Agreement
shall be construed as an admission by COMPANY of any liability or unlawful
conduct.
9. Entire Agreement. This Agreement sets forth the entire agreeement
between EMPLOYEE and COMPANY and shall supersede any and all prior agreements,
representations, or understandings, whether written or oral, between the
parties, except as otherwise specified in this Agreement. EMPLOYEE acknowledges
that he has not relied on any representations, promises, or agreements of any
kind made to him in connection with his decision to sign this Agreement except
for those set forth in this Agreement.
10. Amendment. This Agreement may not be amended except by written
agreement signed by both parties.
11. Governing Law, Severability, and Interpretation. This Agreement shall
be governed and construed in accordance with the laws of the State of Florida.
If any provision of this Agreement is declared illegal or unenforceable by any
arbitrator or court of competent jurisdiction, and if it cannot be modified to
be enforeceable, such provision shall immediately become null and void, leaving
the remainder of this Agreement in full force and effect. However, if the waiver
and release language of this Agreement is declared to be unenforceable, EMPLOYEE
shall return to COMPANY all monies and benefits paid to him under this
Agreement.
12. Disputes. In the event of a dispute as to the interpretation,
enforcement, application or violation of this Agreement, it is understood and
agreed that such dispute shall be submitted to arbitration before the American
Arbitration Association ("AAA") pursuant to the AAA rules applicable to
employment disputes.
HAVING ELECTED TO EXECUTE THIS AGREEMENT AND TO FULFILL THE PROMISES SET FORTH
HEREIN, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE REFLECTION, ENTERS INTO
THIS AGREEMENT INTENDING TO WAIVE, SETTLE, AND RELEASE COMPANY OF ANY AND ALL
CLAIMS HE HAD, NOW HAS, OR MAY HAVE AGAINST COMPANY. IN WITNESS WHEREOF,
EMPLOYEE AND COMPANY HAVE EXECUTED THIS AGREEMENT. EMPLOYEE KNOWINGLY AND
VOLUNTARILY EXECUTES THIS WAIVER ON HIS BEHALF AND ALSO ON BEHALF OF ANY OF
EMPLOYEE'S HEIRS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS THAT HE MIGHT
HAVE NOW OR IN THE FUTURE.
EMPLOYEE
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Date: 7/14/00
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AMERICAN RISK MANAGEMENT GROUP, INC.
By:
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Xxxxxx Xxxxxxx, President
Date:
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